Professional Services
Terms & Conditions

May 2026

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These Conditions apply to our Professional Services. For our Subscription Conditions please visit www.servicegeeni.com/terms-conditions-of-sale

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1. INTERPRETATION

1.1 The definitions and rules of interpretation in this clause apply to the Agreement and these Terms and Conditions.

Additional Fees: fees payable for any Additional Services, to be agreed in writing between the parties.

Additional Services: any services that are not expressly included in the Services, or which are described as being excluded or out of scope in the Agreement, and which the parties agree in writing are to be provided.

‍Agreement: the agreement between the Supplier and the Client for the supply of the Services, incorporating these Terms and Conditions. The Agreement may take the form of an agreed contract in writing, or an Order Form that has been accepted by the Supplier and may include reference to an agreed Statement of Work. The Order Form and the Statement of Work will form part of the Agreement.

‍Authorised Users: those employees, agents and independent contractors of the Client who use the Software and/or the Services.

‍Business Day: a day other than a Saturday, Sunday or public holiday in England when banks in London are open for business.

Change Request/Change Order: shall have the meaning in clause 6.

‍Confidential Information: information that is proprietary or confidential and is either clearly labelled as such or identified as Confidential Information in clause 8.

‍Client: the person, firm or company purchasing the Services from the Supplier pursuant to the Agreement.

‍Client Data: any data supplied by the Client, or its Authorised Users, as part of the Services or to facilitate the Client’s use of the Services.

Client Default: has the meaning set out in clause 4.4.

Client Executive Sponsor: a suitably experienced client executive sponsor or implementation lead, appointed by the Client in relation to the Services in accordance with clause 4.2.

Client Materials: all documents, information, software, and other materials (whether owned by the Client or a third party), which are provided by the Client to the Supplier in connection with the Services.

Effective Date: the anticipated start date of the Services. There may be different start dates for the separate elements of the Services. This will be outlined in the Agreement or in the individual Statements of Work.

Fees: the Fees payable by the Client for the Services, as set out in the Agreement, together with any Additional Fees.

Intellectual Property Rights (IPR): patents, rights to inventions, copyright and related rights, trade marks and service marks, business names and rights in domain names, rights in get-up and trade dress, goodwill and the right to sue for passing off or unfair competition, rights in designs, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets) and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world, including the right to sue for and recover damages for past infringements.

Losses: all liabilities, damages, losses (including loss of profits, loss of business, loss of reputation, loss of savings and loss of opportunity), fines, expenses and costs (including all interest, penalties, legal costs (calculated on a full indemnity basis) and professional costs and expenses).

Normal Business Hours: 9.00 am to 5.00 pm local UK time, each Business Day between 2nd January and 23rd December and 9.30 a.m. to 1.00 p.m. local UK time, each Business Day between 24th December and 1st January (inclusive).

Order Form: the agreed purchase order or order confirmation setting out the terms of the Client’s purchase of the Services.

Services: the services to be provided by the Supplier to the Client, as set out in the Agreement and/or the Statement of Work, but excluding any license or use of the Software, which shall be governed by and subject to the Subscription Conditions.

Statement of Work/SOW: the description or specification of the Services provided in writing by the Supplier to the Client.

Software: the Supplier’s software applications identified in the Agreement, to which the Services relate.

Subscription Conditions: the Service Geeni Subscription Conditions, as referred to in the Order Form.

Supplier/Service Geeni/SG: Key Computer Applications Limited (company no. 2542478) whose registered office is at Cavan House, Ellesmere Street, Leigh, Lancashire WN7 4LQ.

Term Length: the maximum period stated in the Agreement, if any, during which the Client may utilise the Services.

Third Party Software: any software proprietary to third parties which is to be made available to the Client as part of the Services and which is identified in the Agreement.

Virus: anything or device (including any software, code, file or programme) which may: prevent, impair or otherwise adversely affect the operation of any computer software, hardware or network, any telecommunications service, equipment or network or any other service or device; prevent, impair or otherwise adversely affect access to or the operation of any programme or data, including the reliability of any programme or data (whether by re-arranging, altering or erasing the programme or data in whole or part or otherwise); or adversely affect the user experience, including worms, trojan horses, viruses and other similar things or devices.

1.2 A person includes an individual, corporate or unincorporated body (whether or not having separate legal personality) and that person’s legal and personal representatives, successors or permitted assigns.

1.3 Unless the context otherwise requires, words in the singular shall include the plural and in the plural shall include the singular.

1.4 Unless the context otherwise requires, a reference to one gender shall include a reference to the other genders.

1.5 These conditions shall apply to and be incorporated into the Agreement to the exclusion of any other terms that the Client seeks to impose or incorporate, or that are implied by law, trade custom, practice or course of dealing

1.6 No variation to the Agreement or these conditions shall be binding unless agreed in writing by an authorised representative of the Supplier.

1.7 Save to the extent the same are inconsistent with these conditions, the Subscription Conditions shall apply to the Services and the Agreement for the Services, as though they were set out herein. For the avoidance of doubt, it is expressly acknowledged by the parties that clauses 11 (Indemnity), 12 (Limitation of Liability), 13.2 to 13.4 (Term and Termination) and 15 (Force Majeure) of the Subscription Conditions shall apply to the provision of the Services and the Agreement to the extent it relates to the Services.

2. SERVICES

2.1 The Supplier shall provide the Services to the Client on and subject to the terms of the Agreement.

2.2 The Supplier shall perform the Services:

(a) in accordance with the Agreement in all material respects;

(b) with reasonable care and skill;

(d) in accordance with generally recognised standards and practices.

2.3 The Supplier shall perform the Services in a timely and professional manner. The Supplier shall use its reasonable endeavours to meet any performance dates specified in the Agreement but these dates are estimates only. Time is not of the essence for the performance of any of the Supplier's obligations in the Agreement.

2.4 Where the Agreement provides for a maximum Term Length for the Services, the Client shall utilise the Services within that Term Length. The Client shall have no obligation to provide the Services beyond any such stated Term Length.

2.5 Only the services and deliverables explicitly referred to in the Agreement will form part of the Services to be delivered by the Supplier. Any Additional Services requested by the Client will need to be agreed in writing between the Supplier and the Client and will be subject to Additional Fees, chargeable at the Supplier’s then standard rates or as agreed.

2.6 Where the Services include any Third-Party Software, this will be provided under the standard licence terms provided by the relevant third parties, and the Client agrees to comply with such licence terms and, unless agreed otherwise in writing by the Supplier, to be responsible for and pay any licence fees payable in respect of that Third Party Software.

3. CLIENT DATA

3.1 The Client shall own all right, title and interest in and to all of the Client Data and shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of the Client Data. For the avoidance of doubt, the Supplier shall have no right or interest in the Client Data.

3.2 The Supplier shall comply with its standard security and back up policies in relation to the Client Data. In the event of any loss or damage to Client Data, the Client’s sole and exclusive remedy shall be for the Supplier to use reasonable commercial endeavours to restore the lost or damaged Client Data from the latest back-up of such Client Data maintained by the Supplier. The Supplier shall not be responsible for any loss, destruction, alteration or disclosure of Client Data caused by any third party.

3.3 The Supplier shall use commercially reasonable endeavours to maintain the confidentiality of the Client’s Data and shall not disclose or use this without the Client’s express consent.

3.4 If the Supplier processes any personal data on the Client’s behalf when performing its obligations under the Agreement, the parties record their intention that the Client shall be the data controller and the Supplier shall be a data processor and in any such case:

(a) the Client acknowledges and agrees that the personal data may be transferred or stored outside the EEA in order to carry out the Services and the Supplier’s other obligations under the Agreement;

(b) the Client shall ensure that the Client is entitled to transfer the relevant personal data to the Supplier so that the Supplier may lawfully use, process and transfer the personal data in accordance with the Agreement on the Client’s behalf;

(c) the Client shall ensure that the relevant third parties have been informed of, and have given their consent to, such use, processing, and transfer as required by all applicable data protection legislation;

(d) the Supplier shall process the personal data only in accordance with the terms of the Agreement and any lawful instructions reasonably given by the Client from time to time; and

(e) each party shall take appropriate technical and organisational measures against unauthorised or unlawful processing of the personal data or its accidental loss, destruction or damage.

4. CLIENT'S OBLIGATIONS

4.1 The Client shall:

(a) ensure that the description of the Services in the Agreement meets its requirements and that any information it provides in the Agreement is complete and accurate

(b) co-operate with the Supplier in all matters relating to the Services;

(d) promptly provide the Supplier with all information and Client Materials as the Supplier may reasonably require to enable it to supply the Services, and ensure that

(i) they are accurate and complete in all material respects; and

(ii) all electronic files used to provide them are free from Viruses

(e) follow any technical procedures or reasonable instructions issued by the Supplier in relation to the Services;

(f) ensure that its Authorised Users use the Services and the Software in accordance with the Agreement and shall be responsible for any Authorised User’s breach thereof;

(g) notify the Supplier of any issues with the Services, raise support requests, and carry out all other Client responsibilities set out in the Agreement in a timely and efficient manner;

(h) where the Client is required to test or approve any deliverable or outcome of the Services, it will promptly provide such data and facilities as are reasonably required to test the same and shall provide feedback within 5 days (or such other period as is stipulated in the Agreement) of it being provided with access to the deliverable/outcome; and

(i) be solely responsible for procuring and maintaining its network connections and telecommunications links, and all problems, conditions, delays, delivery failures and all other loss or damage arising from or relating to the Client’s network connections or telecommunications links or caused by the internet.

4.2 The Client shall appoint a Client Executive Sponsor, to liaise with the Supplier in relation to the Services, and to be responsible for all Client-side decisions, actions and outcomes. The Client Executive Sponsor shall have the authority to contractually bind the Client on all matters relating to the Agreement and the Services. The Client shall use reasonable endeavours to ensure the continuity of the Client Executive Sponsor and shall advise the Client as soon as possible of any proposed change to the Client Executive Sponsor.

4.3 With respect to the provision of Services at the Client’s premises:

(a) the Supplier shall procure that its representatives observe any reasonable security and safety rules notified by the Client; and

(b) the Client shall procure that the Supplier’s representatives have a suitable and safe working environment while on their premises.

4.4 If the Supplier's performance of any of its obligations under the Agreement is prevented or delayed by any act or omission by the Client or failure by the Client to perform any relevant obligation (Client Default):

(a) without limiting or affecting any other right or remedy available to it, the Supplier shall have the right to suspend performance of the Services until the Client remedies the Client Default, and to rely on the Client Default to relieve it from the performance of any of its obligations in each case to the extent the Client Default prevents or delays the Supplier's performance of any of its obligations;

(b) the Supplier shall not be liable for any Losses sustained or incurred by the Client arising directly or indirectly from the Supplier's failure or delay to perform any of its obligations as set out in this clause 4.3; and

(c) the Client shall reimburse the Supplier on written demand for any Losses sustained or incurred by the Supplier arising directly from the Client Default.

4.5 During the term of the Agreement and for a period of six months after its termination the Client shall not, without the prior written consent of the Supplier, solicit the employment or engagement of any person who is employed or engaged by the Supplier and who is involved in supplying the Services to the Client.

5. CHARGES AND PAYMENT

5.1 The Fees for the Services shall be set out in the Agreement.

5.2 The Client shall pay to the Supplier the Fees in accordance with this clause 5 and the Agreement.

5.3 Save as agreed otherwise, any Additional Fees shall be paid monthly in arrears and shall be calculated on a time and materials basis:

(a) charges for services shall be calculated in accordance with the Supplier’s then standard fee rates or at the rate as set out in the Agreement; and

(b) fee rates are calculated on the basis of an eight-hour day during Normal Business Hours.

5.4 Unless agreed otherwise in writing, the Supplier shall be entitled to charge the Client for any expenses reasonably incurred by the individuals whom the Supplier engages in connection with the Services including, but not limited to, travelling expenses, hotel costs, subsistence and any associated expenses.

5.5 The Supplier reserves the right to increase the price of the Services, by giving notice to the Client, at any time, to reflect:

(a) any request by the Client to change the Services;

(b) any information provided by the Client proving to be materially inaccurate, false or misleading, or

5.6 The Supplier shall send VAT invoices to the Client by email for the Fees payable, in accordance with the Agreement. All invoices issued by the Supplier shall be accompanied by a sufficiently detailed breakdown of the matters being invoiced (including of any Additional Fees).

5.7 The Client shall pay each invoice submitted by the Supplier in accordance with the Agreement. In the absence of anything to the contrary in the Agreement, invoices are to be paid:

(a) within 30 days of the date of the invoice;

(b) in full and in cleared funds to a bank account nominated in writing by the Supplier, and

5.8 If the Supplier has not received payment on or before the due date, and without prejudice to any other rights and remedies of the Supplier:

(a) the Supplier may, without liability to the Client, suspend all or part of the Services and the Supplier shall be under no obligation to provide any or all of the Services while sums remain unpaid; and

(b) interest shall accrue on a daily basis on such due amounts at an annual rate of 8% commencing on the due date and continuing until fully paid, whether before or after judgment.

5.9 All amounts and fees stated or referred to in this agreement:

(a) unless agreed otherwise in writing, shall be paid by direct debit;

(b) shall be payable in pounds sterling;

(d) are exclusive of value-added tax, which shall be added at the appropriate rate.

6. CHANGE CONTROL

6.1 If either party wishes to change the scope of the Services it shall submit details of the requested change to the other in writing.

6.2 If either party requests a change to the scope or execution of the Services (Change Request), the Supplier shall, within a reasonable time, provide a written estimate to the Client of:

(a) any variations to its Fees arising from the change; and

(b) any other impact of the change on the terms of the Agreement.

6.3 If the Supplier makes a Change Request, the Client shall not unreasonably withhold or delay consent to it.

6.4 If the Client wishes the Supplier to proceed with the Change Request, the Supplier has no obligation to do so unless and until the parties have agreed in writing the necessary variations to its charges and any other relevant terms of the Agreement to take account of the change.

6.5 Once a change has been agreed, the Agreement and, where applicable, the Order Form and/or the Statement of Work, shall be amended and signed by the parties (Change Order), at which point it shall be deemed to form part of the Agreement.

7. INTELLECTUAL PROPERTY RIGHTS

7.1 All Intellectual Property Rights arising out of or in connection with the Services shall be owned by the Supplier. This excludes any Client Materials contained within them

7.2 The Client acknowledges and agrees that the Supplier and/or its licensors own all Intellectual Property Rights arising out of or in connection with the Services and in the Software. Any licence of the Software granted by the Supplier will be on the terms set out in the Agreement and subject to the Subscription Conditions.

7.3 The Supplier confirms that, save as is expressly set out in the Agreement, it has all the rights in relation to the Services and the Software that are necessary to provide the Services in accordance with, the terms of the Agreement.

7.4 The Client and its licensors retain ownership of all Intellectual Property Rights in the Client Materials. The Client grants the Supplier a non-exclusive, royalty-free licence (with the right to grant sublicences) to use, copy and modify the Client Materials during the term of the Agreement for the purpose of providing the Services to the Client. The Client warrants and represents that the Supplier's use of the Client Materials in the performance of the Services will not infringe the Intellectual Property Rights, or other rights, of any third party.

8. CONFIDENTIALITY

8.1 Each party may be given access to Confidential Information from the other party in order to perform its obligations under the Agreement.

8.2 Each party shall hold the other’s Confidential Information in confidence and, unless required by law, not make the other’s Confidential Information available to any third party, or use the other’s Confidential Information for any purpose other than the implementation of the Agreement.

8.3 Each party shall take all reasonable steps to ensure that the other’s Confidential Information to which it has access is not disclosed or distributed by its employees or agents in violation of the terms of the Agreement.

8.4 The Client acknowledges that details of the Services and the Software, and the results of any performance tests of the Services and the Software, constitute the Supplier’s Confidential Information.

8.5 The Supplier acknowledges that the Client Data is the Confidential Information of the Client.

8.6 This clause 8 shall survive termination of the Agreement, however arising.

9. LIMITATION OF LIABILITY

9.1 The provisions set out in clause 12 (Limitation of Liability) in the Subscription Conditions shall apply to the provision of the Services.

9.2 The Supplier gives no warranty or guarantee and shall have no liability, in respect of:

(a) the Client’s own act or omissions or Client’s operational processes;

(b) any business outcomes for the Client;

(d) any third party software or systems.

10. DURATION

The Agreement will become enforceable once signed (or the parties otherwise signify their agreement to its terms). The Services shall commence on the Effective Date and (save where the Agreement is terminated in accordance with the Subscription Terms), shall continue for such duration as is stated in the Agreement, or until completion of the Services.

Service Geeni is a division of Key Computer Applications Ltd

Key Computer Applications Ltd is a company registered in England and Wales Reg No: 02542478 VAT No: 289128367

Registered Office address: Cavan House, Ellesmere Street, Leigh, Greater Manchester, WN7 4LQ.